Sec Form 4 Filing - SEIFFER JONATHAN A @ WHOLE FOODS MARKET INC - 2012-02-28

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
SEIFFER JONATHAN A
2. Issuer Name and Ticker or Trading Symbol
WHOLE FOODS MARKET INC [ WFM]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
11111 SANTA MONICA BOULEVARD, SUITE 2000
3. Date of Earliest Transaction (MM/DD/YY)
02/28/2012
(Street)
LOS ANGELES, CA90025
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 02/28/2012 ( 1 ) S 189,274 D $ 81.2926 ( 2 ) 13,721,723 I See Footnotes ( 3 ) ( 4 )
Common Stock 02/29/2012 ( 1 ) S 432,784 D $ 80.7926 ( 5 ) 13,288,939 I See Footnotes ( 3 ) ( 6 )
Common Stock 03/01/2012 ( 1 ) S 377,942 D $ 81.1557 ( 7 ) 12,910,997 I See Footnotes ( 3 ) ( 8 )
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (right to buy) $ 40.83 ( 9 ) 05/14/2017 Common Stock 2,250 2,250 ( 10 ) D
Employee Stock Option (right to buy) $ 62.49 ( 11 ) 05/13/2018 Common Stock 2,250 2,250 I See footnote ( 12 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
SEIFFER JONATHAN A
11111 SANTA MONICA BOULEVARD, SUITE 2000
LOS ANGELES, CA90025
X
Signatures
/s/ Cody L. Franklin as Attorney-in-Fact for Jonathan A. Seiffer 03/01/2012
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Not applicable.
( 2 )This transaction was executed in multiple trades at prices ranging from $81.00 to $81.53. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the Issuer, or a security holder of the Issuer full information regarding the number of shares and prices at which the transaction was effected.
( 3 )Mr. Seiffer directly (whether through ownership or position) or indirectly through one or more intermediaries, may be deemed for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, to be the indirect beneficial owner of the shares owned by Green Equity Investors V, L.P. ("GEI V"), Green Equity Investors Side V, L.P. ("GEI Side V"), Thyme Coinvest, LLC ("Thyme") and Leonard Green & Partners, L.P. ("LGP LP"). Mr. Seiffer disclaims beneficial ownership of the shares reported herein except to the extent of his pecuniary interest therein and this report shall not be deemed an admission that he is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.
( 4 )GEI V, GEI Side V and Thyme sold 144,523, 43,352 and 1,399 of the shares reported as sold on this row, respectively, and following such sales were the direct owners of 10,476,552, 3,142,628 and 101,403 shares respectively. LGP LP holds 1,140 shares of restricted stock, 570 of which are held in respect of Mr. Seiffer's service on the Issuer's board of directors and the remaining 570 of which are held in respect of Mr. Sokoloff's service on the Issuer's board of directors.
( 5 )This transaction was executed in multiple trades at prices ranging from $80.60 to $81.05. The price reported above reflects the weighted average sales price. The reporting person hereby undertakes to provide upon request to the SEC staff, the Issuer, or a security holder of the Issuer full information regarding the number of shares and prices at which the transaction was effected.
( 6 )GEI V, GEI Side V and Thyme sold 330,459, 99,127 and 3,198 of the shares reported as sold on this row, respectively, and following such sales were the direct owners of 10,146,093, 3,043,501 and 98,205 shares respectively. LGP LP holds 1,140 shares of restricted stock, 570 of which are held in respect of Mr. Seiffer's service on the Issuer's board of directors and the remaining 570 of which are held in respect of Mr. Sokoloff's service on the Issuer's board of directors.
( 7 )This transaction was executed in multiple trades at prices ranging from $80.80 to $81.55. The price reported above reflects the weighted average sales price. The reporting person hereby undertakes to provide upon request to the SEC staff, the Issuer, or a security holder of the Issuer full information regarding the number of shares and prices at which the transaction was effected.
( 8 )GEI V, GEI Side V and Thyme sold 288,583, 86,566 and 2,793 of the shares reported as sold on this row, respectively, and following such sales were the direct owners of 9,857,510, 2,956,935 and 95,412 shares respectively. LGP LP holds 1,140 shares of restricted stock, 570 of which are held in respect of Mr. Seiffer's service on the Issuer's board of directors and the remaining 570 of which are held in respect of Mr. Sokoloff's service on the Issuer's board of directors.
( 9 )The options vest in four equal annual installments, the first of which vested on May 14, 2011.
( 10 )The options reported as held on this row are held by Mr. Seiffer for the benefit of LGP LP.
( 11 )The options vest in four equal annual installments beginning on May 13, 2012.
( 12 )The options reported as held on this row were granted directly to LGP LP in respect of Mr. Seiffer's service on the Issuer's board of directors. Mr. Seiffer directly (whether through ownership or position) or indirectly through one or more intermediaries, may be deemed for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, to be the indirect beneficial owner of such options. Mr. Seiffer disclaims beneficial ownership of the options reported on this row except to the extent of his pecuniary interest therein and this report shall not be deemed an admission that he is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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